Full Press Release Details
Required Disclosure under the Early Warning
Item 1 - Security and Reporting Issuer
This report relates to the common shares ("Common
Shares") of Indiva Limited ("Indiva"). The address of Indiva's head office is:
333 Preston Street, Suite 710
TSX Venture Exchange.
Item 2 - Identity of the Acquiror
The acquirer is SNDL Inc. ("SNDL").
The address of SNDL is:
#300, 919 - 11 Avenue SW
Between February 1, 2023, and June 9, 2023, SNDL disposed
of 3,428,000 Common Shares through the facilities of TSX Venture Exchange (the "TSXV") at an average price of $0.0571 per
Indiva Share for a total consideration of $185,488 (the "Transaction"). The Transaction together with Indiva's
various treasury issuances of Common Shares, has resulted in SNDL's beneficial ownership of the total issued and outstanding Common
Shares of Indiva decreasing by 2.66%.
Item 3 - Interest in Securities of the Reporting
See item 2.2 above. Prior to the Transaction, SNDL held beneficial
ownership of 22,663,500 Common Shares of Indiva, representing approximately 15.59% of the then issued and outstanding Common Shares
of Indiva on a non-diluted basis. Upon the completion of the Transaction, SNDL held beneficial ownership of 19,235,500 Common Shares of
Indiva representing approximately 12.93% of the issued and outstanding Common Shares of Indiva. The Transaction together with Indiva's
various issuances of Common Shares from treasury, represents a change of 2.66% in SNDL's beneficial ownership in the issued and
outstanding Common Shares of Indiva.
See Item 2.2 above. SNDL disposed of its beneficial ownership
of 3,428,000 Common Shares (which, together with Indiva's various issuances of Common Shares from treasury, caused a change in approximately
2.66% of the then total issued and outstanding Common Shares beneficially owned by SNDL).
State if the securities lending arrangement is subject to
the exception provided in section 5.7 of NI 62-104.
Item 4 - Consideration Paid
Item 5 - Purpose of the Transaction
State the purpose or purposes of the acquiror and any joint
actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror
and any joint actors may have which relate to or would result in any of the following:
SNDL disposed of the securities in the Transaction for investment
purposes. SNDL intends to review its investment in Indiva on a continuing basis and may purchase or sell Common Shares in the future,
either on the open market or in private transactions, in each case, depending on a number of factors, including general market and economic
conditions and other factors and conditions SNDL deems appropriate.
SNDL may formulate other purposes, plans or proposals regarding
Indiva or any of its securities or may change its intention with respect to any and all matters referred to in this Item 5.
Item 6 - Agreements, Arrangements, Commitments or
Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements, arrangements,
commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities
of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the
occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard
default and similar provisions contained in loan agreements need not be included.
In connection with its strategic investment in Indiva dated
February 23, 2021, and pursuant to the terms of a Subscription Agreement dated February 16, 2021 between SNDL and Indiva, SNDL advanced
a secured non-revolving term loan facility to the Corporation in the principal amount of $11,000,000 (the "Term Loan").
A second advance of $8,500,000 was executed on October 4, 2021.
The Term Loan matures on February 23, 2024 (the "Maturity
Date") and bears an interest rate of 15% per annum. Interest is due monthly.
Investor Rights Agreement
Pursuant to its strategic investment in Indiva on February
23, 2021, SNDL and Indiva entered into an investor rights agreement (the "Investor Rights Agreement") whereby SNDL
was granted participation rights in future equity financings and top-up rights entitling SNDL to maintain its pro-rata ownership in the
Corporation, and registration rights, subject to customary limits and exceptions. The Investor Rights Agreement will terminate upon the
Term Loan being repaid in full.
Item 7 - Change in Material Fact
If applicable, describe any change in a material fact set
out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer's
If the acquiror relies on an exemption from requirements
in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting
Item 9 - Certification
I, as the acquiror, certify, or I, as the agent filing this
report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report
are true and complete in every respect.
| SNDL INC. | |
| Per: | /s/ "Zachary George" |
| Name: Zachary George Title: Chief Executive Officer |